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Shareholder Meetings
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Latest from IiAS

Japan’s Equity Renaissance

Japan’s Equity Renaissance

Two countries, India and Japan, dominated the conversation at the recent 3000-people strong HSBC Annual Global Investor Summit in Hongkong. This blog focuses on Japan, where following decades of stagnation, Tokyo's benchmark Nikkei 225 broke past its 1989 peak on 22 February 2024. While stable macro-economic, favorable geopolitical conditions and leaner balance sheets have energized its equity markets, governance reforms have had an equally important role to play.

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It’s a small world after all

It’s a small world after all

The Companies Act 2013 introduced the tenure rule for independent directors a decade ago. Under this, independent directors will have a 10-year maximum term on the board of a company; this ten-year count was from 1 April 2014. Consequently, long tenured directors are now retiring, and will continue to do so over the next 18-months and new directors are being appointed in their place.

In a series of pieces, we look at how companies are managing this transaction.

In the first piece (November 2023), we reviewed the headline numbers for the NSE 500 companies and the impending board refresh.

In this blog we call out some practices that are compliant with the letter of the regulations, but we believe not their spirit. Such practices defeat the purpose of mandating rotation of independent directors.

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Institutional Eye

Indian Corporate Governance: A five-year progress report

Indian Corporate Governance: A five-year progress report

Each year for eight years now, we have been scoring the BSE100 companies on their governance. We published the ‘scores’ based on data for FY23 earlier this month. Using this data, it is time to look back at corporate India’s governance practices over 5-years.

First, is it possible to measure something as fuzzy as governance? The scorecard approach attempts to do just this, by first breaking down the various elements and then assigning it a score. For example, while looking at a firm’s dividend distribution policy, you first look at whether the company has a policy or not. If so, you look at elements of the policy, for instance, disclosure of a dividend payout ratio or a range. And finally, you look at evidence of adherence to policy or explanations for non-compliance.

As these elements span across parameters like transparency, board composition, risk management etc., assigning a number can be challenging as there is an element of subjectivity involved. Using well established frameworks, helps minimize such subjectivity, but does not eliminate it altogether.

We use the G20-OECD Corporate Governance Principles and scored the BSE100 companies focusing on four of the six pillars. These are -

  • Rights and equitable treatment of shareholders
  • Role of stakeholders
  • Disclosures and transparency
  • Responsibilities of the board

The remaining two pillars - Ensuring the basis of an effective corporate governance framework and Developments relating to institutional investors, stock markets, and other intermediaries, are not in the company’s control, so are not relevant to this analysis.

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IiAS in News

The Telegraph Online Jun 28 Gautam Hari Singhania reappointed as chairman of textiles and fabric manufacturer Raymond IndiaRetailing.com Jun 28 Raymond shareholders approve reappointment of Gautam Singhania as CMD Devdiscourse Jun 27 Raymond Shareholders Approve Controversial Reappointment of Gautam Singhania Business Standard Jun 27 Raymond shareholders approve reappointment of Gautam Singhania as MD Devdiscourse Jun 27 Raymond Ltd Affirms Singhania's Leadership Amidst Proxy Advisory Firm's Reservations CNBC TV18 Jun 26 Raymond AGM to decide on Gautam Singhania's reappointment as Chairman and MD tomorrow MoneyControl Jun 19 IiAS urges Raymond shareholders to vote against Gautam Singhania's re-election on board Business Today Jun 19 'Step off the Board...': IiAS urges Raymond shareholders to vote against Gautam Singhania's reappointment NewsBytes Jun 19 Proxy firm advises against Gautam Singhania's reappointment at Raymond Deccan Herald Jun 12 Havells denies proxy advisory firm's allegation over remunerations of two directors Good Returns Jun 12 Havells Defends Directors' Pay Against Proxy Firm's Critique Devdiscourse Jun 12 Havells India Faces Proxy Advisor Backlash Over Executive Remuneration MSN.com Jun 07 ITC Shareholders Approve Hotels Demerger, Shares Jump Reuters Jun 06 India's ITC gets shareholder nod for hotels business carve-out Live Mint May 30 Wipro's public shareholders baulk at Rs. 36-crore severance to Delaporate MoneyControl May 28 Proxy firms divided on ITC Hotels demerger plans, IiAS advises shareholders to vote against spin-off NDTV Profit May 27 ITC Shareholders Advised By IiAS To Vote Against Hotel Demerger The Economic Times May 27 ITC Demerger: IiAS advises shareholders to vote against splitting of hotels business CNBC TV18 May 27 Vote against ITC hotels demerger: Proxy advisory firm's advice to shareholders Business Today May 27 ITC shares: Should shareholders vote for or against hotel demerger on June 6 Business Standard May 27 Voting advisory firms divided over FMCG major ITC hotel demerger move Finshots May 22 Why investors hate royalties that Indian subsidiaries pay foreign MNCs The Economic Times May 22 Making independence count MSN.com Aug 21 Wockhardt's fund-raising proposal rejected

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